AT&T Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2010 • At&t Inc. • Telephone communications (no radiotelephone) • New York
AT&T Inc., a Delaware corporation (the “Company”), has made an offer to exchange the issued and outstanding 8.750% Notes due 2031 (the “8.750% Notes”) (CUSIP 00209AAF3), of New Cingular Wireless Services, Inc., and the 8.00% Notes due 2031 (the “8.00% Notes”) (CUSIP 001957BD0), of AT&T Corp. and fully, unconditionally and irrevocably guaranteed by the Company, for its 5.35% Notes due 2040 (the “Initial Securities”) and cash as set forth in the Offering Memorandum, dated August 4, 2010 (the “Offering Memorandum”), related thereto. The Initial Securities will be issued upon the terms set forth in the Offering Memorandum, for which the parties listed on Schedule I hereto have severally agreed to act as dealer managers (the “Dealer Managers”), pursuant to a dealer manager agreement, dated as of August 4, 2010 (the “Manager Agreement”), among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 1994, between the
FACE OF NOTE)Registration Rights Agreement • September 2nd, 2010 • At&t Inc. • Telephone communications (no radiotelephone) • New York
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG AT&T INC. AND THE DEALER MANAGERS NAMED THEREIN, DATED AS OF SEPTEMBER 2, 2010. AT&T INC. WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO ITS PRINCIPAL PLACE OF BUSINESS.
